CANON 42: OF TRUSTS

Amended Provincial Synod 2019

1.   Provincial Trusts’ Board

There shall be a Provincial Trusts’ Board for the purpose of exercising powers on behalf of the Provincial Synod for the management, control, and disposal of property.

2.   Constitution

This Board shall consist of the Metropolitan and other diocesan bishops, and the Registrar of the Province, as ex officio members, one clerical and two lay members elected by their Houses in the Provincial Synod, and one lay member nominated by the Provincial Pensions Board, who shall hold their office until the next session of the Provincial Synod. Provided that the lay member nominated by the Provincial Pensions Board may appoint an alternative representative to represent the member at any meeting of the Provincial Trusts’ Board at which the member is unable to be present, and such Alternative Representative shall have the right to speak and vote at such meeting.

3.   Bishops’ Commissaries

(a)   Every bishop who is a member of the Board shall be entitled to appoint a special commissary to attend all or any meetings of the Board. Such commissary shall have the same powers at such meetings as the other members of the Board.

(b) Apart from the Metropolitan (or commissary), there must at any time be at least three other diocesan bishops who have no commissaries, plus the commissaries and the permanent invitees referred to in section (f). Such a meeting shall constitute a meeting of the Board, provided there is a quorum of not less than eight, including the permanent invitees.

(c)   A commissary may be appointed to that office by more than one diocesan bishop.  On occasions when the diocesan bishop or bishops concerned have not themselves attended a Board meeting, the commissary shall report on that meeting directly to the absent bishop or bishops, by way of a report or copy of the minutes or both. However, a commissary shall attend Board meetings even if the appointing bishop is also present; nevertheless, in such a case the costs of attendance of an attending bishop who has a commissary shall be borne by the diocese concerned.

(d)   Commissaries shall be confirmed communicants of this Church and should, ideally and to the extent possible, between them each have skills, expertise or learning in relation to one or more of immovable property matters, finance, accounting, law, governance and administration.

(e)   The Metropolitan, or Metropolitan’s commissary or deputy, if so chosen, shall chair each Board meeting.

(f)   The Provincial Executive Officer and Provincial Secretary/Treasurer, or their deputies, shall attend each Board meeting as permanent invitees and arrange for minutes to be taken.

(g)   All diocesan finance or trusts boards, whichever is responsible for the finances of a diocese, shall furnish to the Board (a) copies of their annual draft and audited financial statements as soon as they are available to them, together with (b) reports of their stewardship over the year covered by the financial statements and of their stewardship plans for the succeeding years.

(h)   In any case of need the Board may withdraw, in part or in whole, the powers delegated to a Diocesan Synod or Diocesan Trusts’ Board in terms of section 12(a) of this Canon and make alternative arrangements for the due exercise of such withdrawn powers.

4.  Chairperson

The Metropolitan or Metropolitan’s Commissary shall chair the Board. In the absence of the Metropolitan and the  Metropolitan’s Commissary the Board shall elect its own chairperson.

5.   Secretary and Treasurer

A secretary and treasurer shall be appointed by the Board, subject to removal, as ex officio Provincial Secretary and Treasurer of the Board, who shall be responsible to the Board for the due custody of all provincial moneys, the keeping of proper books and accounts, the attendance at, and the keeping of proper records of, all meetings of the Board, as well as attending to all financial and secretarial matters connected with the said Board, and such other duties as the Board shall from time to time require. The secretary and treasurer shall be required to give such reasonable security for the due performance of such duties as the Board may from time to time consider necessary.

6.   Quorum

The presence of not less than eight members of the Board as provided for in Section 3(b) of this Canon shall be necessary to constitute a quorum. For the exercise of any of the powers vested in the Board, the signature of the Metropolitan or Commissary, of the Registrar or one of the Deputies of the Province (or the Secretary for the time being), and of one other member of the Board, shall be always necessary.

7.  Vacancies

In case of a vacancy in the office of either of the two members elected by the Provincial Synod, the Board shall appoint a person to the vacant office until the next session of the Provincial Synod.

8.   Powers

(a) The powers belonging to the Provincial Trusts’ Board shall be those designated in Articles XVIII and XIX of the Constitution and in the several clauses of Schedule A, annexed thereto, as belonging to a Board authorised to act on behalf of the Provincial Synod.
(b)   Pursuant to clause 9 of Schedule A, the Provincial Trusts’ Board is empowered to invest:
(i) in stocks and fully paid-up shares (including rights to acquire such shares) in any body corporate;
(ii) in futures, options or any other derivative investment instruments, provided that the extent of such investments in relation to each portfolio is within the limits established from time to time by the Provincial Trusts’ Board, which limits shall be ratified annually by Provincial Standing Committee;
(iii) for investment purposes, in the purchase and/or development of immovable property within the Province of Southern Africa;
(iv) for ecclesiastical purposes, in loans to dioceses for the purpose of the purchase and development by such dioceses of immovable property within these dioceses, at an interest rate on such loans which shall not be lower than a rate fixed for this purpose by the Provincial Trusts’ Board from time to time, and
(v) in banks and building societies, provided that no such investment under points (i), (ii) and (iv) shall be made unless they have been approved by recognised investment advisers.

9.   Scope

The Provincial Trusts’ Board shall exercise all the aforesaid powers with reference to the endowments of the several bishoprics (as soon as these endowments can be transferred to its charge) and to all other property given or acquired for the benefit of the Church of this Province which may be entrusted to it.

10.  Reports of Provincial Synod

The Provincial Trusts’ Board shall lay before the Provincial Synod at every session, whether ordinary or special:
(a)  Report of Proceedings;
(b) Return of Stock and Capital of every kind belonging to the trusts under its direction, and
(c)  Certified Copy of the Minutes, except such parts as contain mere matters of detail.

11.  Subcommittees

The Provincial Trusts’ Board shall set up such subcommittees as are necessary to care for specific assets of the Anglican Church of Southern Africa and thus help in the fulfilment of Canon 42.10(b).

12.  Diocesan Trustees

(a) Every Diocesan Synod, or Diocesan Trusts’ Board appointed by such Synod, shall be the body authorised to exercise, on behalf of the Provincial Synod as delegated from the Provincial Trusts Board, the powers designated in Articles XVIII and XIX of the Constitution and in the several clauses of Schedule A, annexed thereto, in respect of property given or acquired for the benefit of the Church in that Diocese. The delegation of the powers of the Provincial Trusts Board referred to in Canon 42.1 shall automatically pass from the transferor Diocesan body to the transferee Diocesan body upon the transfer of any district from one to the other, or upon the creation of a new Diocese out of one or more existing Dioceses, or upon any alteration of any Diocesan limits.

(b) Pursuant to clause 9 of Schedule A, diocesan trustees are empowered to invest in accordance with section 8(b) of this canon: provided that the investment advisers shall have been approved by the Provincial Trusts’ Board; provided further that diocesan trustees obtain the prior written permission of the Provincial Trusts’ Board in respect of each investment in futures, options and other derivative investments instruments referred to in section 8(b)(ii) and that any such investments be made subject to such limits as may be imposed in loans by the Provincial Trusts’ Board, and provided further that investments in loans to dioceses in terms of section 8(b)(iii) shall at no time exceed such percentage of the total investment held by such trustees as may be determined by the Provincial Trusts’ Board.

13.  Methods

All diocesan trustees shall carry out the objects of the trust in such manner, not inconsistent with the terms of the trust, as the several Diocesan Synods shall from time to time direct.

General Directions

14.  Basis for Trust Deeds

Every trust deed formed and administered under the direction of any Synod, board, committee, or other body, acting on behalf of the Provincial Synod, shall refer to the Constitution or Deed of Association of the Anglican Church of Southern Africa as the basis of the trust.

15.  Auditors and Bye-laws

Every Synod, board, committee, or other body, acting on behalf of the Provincial Synod as aforesaid, shall appoint auditors for the trusts in its charge, and generally will have power to make, and shall make, all rules and bye-laws which may be necessary to give full effect to all the provisions of the Constitution affecting the trusts under its management.

16.  Rules

The following rules shall be applicable to all trusts under which property for the benefit of the Church of this Province is, or may be, held on behalf of the Provincial Synod:

(a)  Leases

Any trustee or trustees, if so empowered by the Synod, board, committee, or other body by which a trustee may have been appointed, may lease property on such terms as shall be agreed upon between the lessors or lessor and the lessee, the proceeds arising from such leases to be applied under the direction of the Provincial Synod, or of the Synod, board, committee, or other body acting in its behalf, to the purpose contemplated in the trust.

(b)  Hypothecation

Any trustee or trustees, if so empowered by the Synod, board, committee, or other body by which a trustee may have been appointed, may raise money on the security of, and mortgage, any property held by such trustee or trustees.

(c)  Application of Funds

The money so raised, or the proceeds of such mortgage, shall be applied to the purpose contemplated in the trust upon which the property is held, provided always that this rule shall not apply to any property where the trust upon which the same was transferred prohibits the raising of money thereon or the mortgage thereof, nor to any property which has been consecrated or on which there has already been erected a consecrated church.

(d)  Regulations

(d) The Provincial Trusts’ Board shall, after consulting the various Diocesan Trusts’ Boards in the Province, draw up, and may from time to time amend, rules and regulations for the guidance of Provincial and Diocesan Trusts’ Boards in matters relating to the mortgaging of Church properties, provided always that provincial and diocesan trust funds shall not be lent on the security of diocesan or parochial property.

17.  South African Tax

The Provincial Trusts’ Board and each Diocesan Trusts’ Board of a diocese wholly or partially within the Republic of South Africa shall ensure that, at all times whilst the Province and each Diocese in question are registered by the Commissioner of the South African Revenue Service as public benefit organisations in terms of section 30 of the South African Income Tax Act (58 of 1962) as amended, the Province and Dioceses respectively abide by the provisions of Act XIX, as may be amended by the Commissioner from time to time.